Exhibit 1.01
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Retail Medium-Term Notes, Series F
GLOBAL SELLING AGENCY AGREEMENT
November 1, 2004
New York, New York
To the Agents listed on Schedule I hereto
Ladies and Gentlemen:
Citigroup Global Markets Holdings Inc., a New York corporation (the
"Company"), confirms its agreement with each of you with respect to the issue
and sale by the Company of up to $5,000,000,000 aggregate principal amount of
its Retail Medium-Term Notes, Series F in registered form (the "Notes"). It is
understood that the Company may from time to time authorize the issuance and
sale of additional amounts of the Notes and that such Notes may be issued and
sold pursuant to the terms of this Agreement, all as though the issuance and
sale of such Notes were authorized by the Company as of the date hereof.
The Notes will be issued under an indenture (the "Senior Debt
Indenture") dated as of December 1, 1988, as amended from time to time, between
the Company and JPMorgan Chase Bank, as successor trustee (the "Trustee").
Unless otherwise specifically provided for and set forth in a supplement to the
Prospectus referred to below, the Notes will be issued in minimum denominations
of $1,000 and in denominations exceeding such amount by integral multiples of
$1,000 and will be issued only in fully registered form, and the Notes will have
the interest rates, maturities, redemption provisions and other terms set forth
in the applicable Pricing Supplement (as defined herein).
The Notes will be issued, and the terms thereof established, in
accordance with the Senior Debt Indenture and the Retail Medium-Term Notes,
Series F Administrative Procedures attached hereto as Exhibit A (the
"Administrative Procedures") (unless a Terms Agreement (as defined in Section
2(b)) modifies or otherwise supersedes such Administrative Procedures with
respect to the Notes issued pursuant to such Terms Agreement). The
Administrative Procedures may only be amended by written agreement of the
Company and Citigroup Global Markets Inc., as purchasing agent (the "Purchasing
Agent"), on behalf of the Agents, after notice to, and with the approval of, the
Trustee.
For purposes of this Agreement, the term "Agent" shall refer to any
one of you and to any additional agents appointed as a party to this Agreement
pursuant to Section 2(d) hereof; and the term "you" shall refer to you and any
other Agent collectively. In acting under this Agreement, each of you is acting
individually and not jointly.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each of you as set forth below in this Section 1.
(a) Registration Statements (File Nos. 333-119615 and 333-106272) in
respect of $10,884,331,296 aggregate principal amount of securities of the
Company, including the Notes, have been filed with the Securities and Exchange
Commission (the "Commission"); such registration statements and any
post-effective amendment thereto, each in the forms heretofore delivered or to
be delivered to each of you, excluding exhibits to such registration statements
but including all documents incorporated by reference therein, have been
declared effective by the Commission in such forms; no other document with
respect to such registration statements (other than a document incorporated by
reference therein) has heretofore been filed or transmitted for filing with the
Commission; and no stop order suspending the effectiveness of either
registration statement has been issued and no proceeding for that purpose has
been instituted or threatened by the Commission (any preliminary prospectus
included in the Second Registration Statement (as defined herein) or filed with
the Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the "Act"), being
hereinafter called a "Preliminary Prospectus"); the various parts of each
registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement at the time such part of such registration statement became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indenture (the
"Forms T-1"), each as amended at the time such part became effective, being
hereinafter collectively called (i) in the case of Registration Statement No.
333-106272, the "First Registration Statement" and (ii) in the case of
Registration Statement No. 333-119615, the "Second Registration Statement"; the
First Registration Statement and the Second Registration Statement being
hereinafter called the "Registration Statements"; the form of basic prospectus
relating to the offering and sale of Debt Securities and Index Warrants included
in the Second Registration Statement, in the form in which it has most recently
been filed, or transmitted for filing, with the Commission on or prior to the
date of this Agreement being hereinafter from time to time called the "Basic
Prospectus"; the supplement to the Prospectus relating to the Notes and the plan
of distribution thereof being hereinafter called the "Prospectus Supplement";
and the Basic Prospectus (and the Prospectus Supplement) being hereinafter
called the "Prospectus". Any reference herein to the Prospectus, a Preliminary
Prospectus or any Prospectus Supplement shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Prospectus, Preliminary Prospectus or
Prospectus Supplement, as the case may be; any reference to any amendment or
supplement to any Prospectus, Preliminary Prospectus or Prospectus Supplement,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Notes (a "Pricing Supplement"), shall be deemed to refer
to and include any documents filed after the date of such Prospectus,
Preliminary Prospectus or Prospectus Supplement, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Prospectus or Prospectus Supplement, as the
case may be; any reference to any amendment to either Registration Statement
shall be deemed to include any report of the Company filed pursuant to the
Exchange Act after the effective date of such Registration Statement that is
incorporated by reference in such Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the Notes sold
pursuant to this Agreement,
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in the form in which it is filed with the Commission pursuant to Rule 424(b)
under the Act, including any documents incorporated by reference therein as of
the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
promulgated thereunder, and any further documents so filed and incorporated by
reference in the Prospectus, or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder;
(c) Each Registration Statement and the Prospectus, and any
amendment thereof or supplement thereto, and the Indenture, conform or will
conform in all material respects with the applicable requirements of the Act and
the Trust Indenture Act, and the rules and regulations of the Commission
thereunder;
(d) The First Registration Statement as of its effective date did
not, and the Second Registration Statement, as amended as of any time, did not
and will not, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Second Registration Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon, and in conformity with, information
furnished in writing to the Company by or on behalf of any Agent specifically
for use in the Second Registration Statement and the Prospectus or any amendment
thereof or supplement thereto;
(e) The Notes have been duly authorized and, when executed and
authenticated in accordance with the Indenture and delivered to and duly paid
for by the purchasers thereof, will constitute valid and binding obligations of
the Company, enforceable in accordance with their respective terms and entitled
to the benefits of the Indenture (subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally and to general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law); the Indenture has been duly authorized by the Company and
qualified under the Trust Indenture Act; and the Indenture conforms to the
descriptions thereof in the Prospectus as amended or supplemented to relate to
such issuance of Notes;
(f) Since the date of the most recent financial statements included
in the Prospectus, as amended or supplemented, there has not been any material
adverse change in the consolidated financial condition or results of operations
of the Company and its subsidiaries, taken as a whole, which is not disclosed in
the Prospectus, as amended or supplemented.
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2. Appointment of Agents. Subject to the terms and conditions stated
herein, the Company hereby (i) appoints and authorizes the Agents to act as its
agents to solicit offers for the purchase of all or part of the Notes from the
Company in accordance with the terms hereof and (ii) agrees that whenever the
Company determines from time to time to sell Notes pursuant to this Agreement,
it will enter into a Terms Agreement (as defined below) relating to such sale in
accordance with the provisions of Section 2(b) hereof between the Company and
the Purchasing Agent, with the Purchasing Agent purchasing such Notes as
principal for resale to other Agents or other dealers (the "Selected Dealers"),
each of whom will purchase as principal.
(a) Solicitations of Offers to Purchase Notes. Following the
Commencement Date (referred to below), the Company shall notify the Purchasing
Agent from time to time as to the commencement of a period during which the
Notes may be offered and sold by the Agents (each period, commencing with such a
notification and ending at such time as the authorization for offers and sales
through the Agents shall have been suspended by the Company or the Agents as
provided hereunder, being herein referred to as an "Offering Period"). The
initial Offering Period shall begin on November 1, 2004 (the "Commencement
Date"). On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees to use its
reasonable best efforts to solicit offers to purchase Notes from the Company
upon the terms and conditions set forth in the applicable Prospectus (and any
supplement thereto) and in the Administrative Procedures. The Purchasing Agent
shall communicate to the Company, orally or in writing, each reasonable offer or
indication of interest to purchase Notes received by each Agent. The Company
shall have the sole right to accept offers to purchase the Notes and may reject
any such offer in whole or in part. Each Agent shall have the right to reject,
in its discretion reasonably exercised, any offer received by it to purchase the
Notes, in whole or in part, and any such rejection shall not be deemed a breach
of its agreements contained herein. In soliciting offers to purchase the Notes,
no Agent assumes any obligation toward or relationship of agency or trust with
any purchaser of the Notes (other than any such obligation or relationship which
the Agent assumes independently of this Agreement). Each Agent shall make
reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes has been solicited by such Agent and
accepted by the Company. Except as provided in Section 2(b) and Section 2(c)
below, under no circumstances will any Agent be obligated to purchase any Notes
for its own account. It is understood and agreed, however, that any of you may
purchase Notes as principal pursuant to Section 2(b) and Section 2(c) below, as
applicable.
The Company reserves the right, in its sole discretion, to instruct
the Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of instructions from the
Company, the Agents will forthwith suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has advised them that such
solicitation may be resumed.
Subject to the provisions of this Section 2 and to the
Administrative Procedures, as applicable, offers for the purchase of Notes may
be solicited by an Agent at such time and in such amounts as such Agent shall
deem advisable. The Company may from time to time offer Notes for sale otherwise
than through an Agent; provided, however, that so long as this Agreement is in
effect the Company shall not solicit or accept offers to purchase Notes through
any agent other than an Agent.
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If the Company defaults in its obligations to deliver Notes to a
purchaser whose offer it has accepted, the Company shall indemnify and hold each
of you harmless against any loss, claim or damage arising from or as a result of
such default by the Company.
(b) Purchases of Notes. Subject to the terms and conditions stated
herein, each sale of Notes shall be made in accordance with the terms of this
Agreement and a supplemental agreement between the Company and the Purchasing
Agent which will provide for the sale of such Notes to, and the purchase of and
reoffering thereof by, the Purchasing Agent, as principal. Each such
supplemental agreement (which may be either an oral or written agreement) is
herein referred to as a "Terms Agreement". Each Terms Agreement shall describe
the Notes to be purchased by the Purchasing Agent pursuant thereto and shall
specify the aggregate principal amount of such Notes, the price to be paid to
the Company for such Notes, the initial public offering price at which the Notes
are proposed to be reoffered, the maturity date of such Notes, the rate at which
interest will be paid on such Notes, the dates on which interest will be paid on
such Notes and the record date with respect to each such payment of interest,
whether the Notes provide for a Survivor's Option, such other terms of the Notes
as are applicable, the Settlement Date for the purchase of such Notes, the
method of payment and any requirements for the delivery of opinions of counsel,
certificates from the Company or its officers or a letter from the Company's
independent public accountants as described in Section 5(b). A Terms Agreement
may also specify certain provisions relating to the reoffering of such Notes by
the Purchasing Agent. Any written Terms Agreement may be in the form attached
hereto as Exhibit B. The Purchasing Agent's commitment to purchase Notes shall
be deemed to have been made on the basis of the representations and warranties
of the Company herein contained and shall be subject to the terms and conditions
herein set forth.
Each date of delivery of and payment for Notes to be purchased by
the Purchasing Agent is referred to herein as a "Settlement Date". Delivery of
the Notes sold to the Purchasing Agent pursuant to a Terms Agreement shall be
made not later than the Settlement Date agreed to in such Terms Agreement,
against payment of funds to the Company in the net amount due to the Company for
such Notes by the method and in the form set forth in the Administrative
Procedures, as applicable, unless otherwise agreed to between the Company and
the Purchasing Agent in such Terms Agreement.
The Company agrees to pay the Purchasing Agent a commission on the
Settlement Date with respect to each sale of Notes by the Company as a result of
solicitations made by the Agents, in an amount equal to that percentage
specified in Schedule II hereto of the aggregate principal amount of the Notes
sold by the Company; provided, however, that the Company and the Purchasing
Agent may agree to a commission greater than or less than the percentages
specified in Schedule II hereto; and provided further that in no case shall the
commission exceed 8% of the initial offering proceeds. Such commission shall be
payable as specified in the Administrative Procedures, and the actual aggregate
commission with respect to each sale of Notes will be set forth in the relevant
Pricing Supplement. The Purchasing Agent and the other Agents or Selected
Dealers will share the above-mentioned commission in such proportions as they
may agree.
Unless otherwise agreed to between the Company and the Purchasing
Agent in a Terms Agreement, any Note sold to the Purchasing Agent (i) shall be
purchased by the
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Purchasing Agent at a price equal to 100% of the principal amount thereof less
a percentage equal to the applicable commission and (ii) may be resold by the
Purchasing Agent to other Agents or Selected Dealers, each of whom will purchase
as principal for resale to the public at a fixed public offering price which
shall be set forth in the applicable Terms Agreement and Pricing Supplement. In
connection with any resale of Notes purchased, without the consent of the
Company or unless otherwise set forth in the applicable Terms Agreement, the
Agents are not authorized to appoint subagents or to engage the services of any
other broker or dealer or to reallow any portion of the commission paid to such
Agent.
(c) Unless otherwise agreed to by the Purchasing Agent, each Agent
shall purchase from the Purchasing Agent as principal for resale to the public
such aggregate principal amount of Notes with respect to which it has
communicated offers to purchase to the Purchasing Agent (the "Commitment
Amount"). The agreement of each Agent to purchase Notes from the Purchasing
Agent shall be deemed to be made on the basis of the representations, warranties
and agreements of the Company herein contained and shall be subject to the terms
and conditions herein set forth. Each Agent agrees to deliver to the Purchasing
Agent on the Settlement Date (or on such later date as may be specified by the
Purchasing Agent) and at the place specified by the Purchasing Agent immediately
available funds, payable to the order of the Purchasing Agent, for (i) an amount
equal to the Offering Price, less the applicable commission in respect of such
Agent's Commitment Amount or (ii) such other amount as the Purchasing Agent
shall advise such Agent. The Purchasing Agent will make payment to the Company
against delivery to the Purchasing Agent for each Agent's account of the Notes
to be purchased by each Agent, and the Purchasing Agent will deliver to each
Agent the Notes paid for by such Agent. If the Purchasing Agent has determined
that transactions in the Notes are to be settled through the facilities of DTC
or another clearinghouse facility, payment for and delivery of Notes purchased
by each Agent shall be made through such facilities, if such Agent is a member,
or, if such Agent is not a member, settlement shall be made through such Agent's
ordinary correspondent who is a member.
(d) Additional Agents. Notwithstanding paragraphs 2(a), 2(b) or 2(c)
above, the Company may from time to time appoint one or more additional
financial institutions experienced in the distribution of securities as an Agent
under this Agreement, for the duration of this Agreement (subject to Section 7
hereof) or on an issue by issue basis, pursuant to a letter (an "Agent Accession
Confirmation") substantially in the form of Exhibit C to this Agreement;
provided that any such additional party shall have first requested appointment
as such upon the terms and conditions of this Agreement in writing to the
Company pursuant to a letter (an "Agent Accession Letter") substantially in the
form of Exhibit D to this Agreement whereupon it shall, subject to the terms and
conditions of this Agreement, the Agent Accession Letter and the Agent Accession
Confirmation, become a party to this Agreement as an Agent, vested with all the
authority, rights and powers and subject to all the duties and obligations of an
Agent as if originally named as an Agent hereunder. The Company shall promptly
notify the Trustee and the other Agents of any such appointment, but only in the
event that any such additional Agent is appointed for the duration of this
Agreement.
(e) Each Agent acknowledges and agrees, with respect to
communications in accordance with the Administrative Procedures via
https://newissue.i-deal.com, or such other website as may be from time to time
maintained for use in connection with the Notes (the "Notes
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Website"), (i) that it is responsible for maintaining the confidentiality of the
log-on and password it uses to access the Notes Website, (ii) that it is fully
responsible for all activities that occur using its log-on and password, (iii)
to notify the Company and the Purchasing Agent immediately of any unauthorized
use of its log-on or password or any other breach of security and (iv) that it
will not use the log-on or password of any other person at any time.
(f) Each Agent represents that it is a broker-dealer registered
under the Exchange Act.
3. Offering and Sale of Notes. The Purchasing Agent, the other
Agents and the Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Administrative Procedures,
as the case may be.
4. Agreements. (A) The Company agrees with each of you that:
(a) At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act,
prior to amending or supplementing either Registration Statement or the
Prospectus, the Company will furnish the Purchasing Agent and Cleary, Gottlieb,
Steen & Hamilton, counsel to the Agents, with a copy of each proposed amendment
or supplement (other than an amendment or supplement to be made pursuant to
incorporation by reference of a document filed under the Exchange Act, or a
Pricing Supplement or an amendment or supplement relating solely to an offering
of securities other than the Notes). The Company will promptly cause the
Prospectus together with each amendment thereof or supplement thereto to be
mailed or otherwise transmitted to the Commission for filing pursuant to Rule
424(b) by an appropriate method or will promptly cause the Prospectus together
with each amendment thereof or supplement thereto to be filed with the
Commission pursuant to said Rule. If the Prospectus is amended or supplemented
(other than by a Pricing Supplement or an amendment or supplement relating
solely to an offering of securities other than the Notes), each Agent shall be
furnished with such information relating to such filing as it may reasonably
request, and no Agent shall be obligated to solicit offers to purchase Notes so
long as it is not reasonably satisfied that such amendment or supplement
complies in all material respects with the provisions of the Act and the
Exchange Act. At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act, the
Company will promptly advise each Agent of (i) the filing of any amendment or
supplement to the Prospectus (other than a Pricing Supplement or an amendment or
supplement relating solely to an offering of securities other than the Notes),
(ii) the filing or effectiveness of any amendment to either Registration
Statement, (iii) the receipt by the Company of comments from the Commission
relating to or requests by the Commission for any amendment of either
Registration Statement or any amendment of or supplement to the Prospectus or
for any additional information, (iv) the issuance by the Commission of any stop
order suspending the effectiveness of either Registration Statement or the
institution or threatening of any proceeding for that purpose, and (v) the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use its
reasonable best efforts to prevent the issuance of any such stop order or notice
of suspension of qualification and, if issued, to obtain as soon as possible the
withdrawal thereof. Upon any Agent's request, the
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Company will within a reasonable time inform such Agent of the aggregate
principal amount of Notes registered under the Registration Statements that
remain unissued.
(b) Within the time during which a prospectus relating to the Notes
is required to be delivered under the Act, the Company will comply with all
requirements imposed upon it by the Act, as now and hereafter amended, and by
the rules and regulations of the Commission thereunder, as from time to time in
force, so far as necessary to permit the continuance of sales of or dealings in
the Notes as contemplated by the provisions hereof and the Prospectus. If during
such period any event occurs as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances then existing, not misleading, or if, in the opinion of the
Company, during such period it is necessary to amend or supplement the Second
Registration Statement or the Prospectus to comply with the Act, the Company
will promptly notify each Agent to suspend the solicitation of offers to
purchase the Notes and to cease sales of any Notes and, to the extent required
under the provision in the last sentence of this subsection (b), the Company
will promptly amend or supplement such Registration Statement or the Prospectus
(at the expense of the Company) so as to correct such statement or omission or
effect such compliance. If such amendment or supplement, and any documents,
certificates, opinions and letters furnished to the Agents pursuant to
subsections (j), (k) and (1) of this Section 4(A) in connection with the
preparation and filing of such amendment or supplement, are reasonably
satisfactory in all respects to the Purchasing Agent, in its sole discretion,
upon the filing of such amendment or supplement with the Commission or
effectiveness of an amendment to such Registration Statement, the Agents will
resume solicitation of offers to purchase Notes hereunder. Notwithstanding the
foregoing, the Company shall not be required to comply with the provisions of
subsection (b) of this Section 4(A) during any period from the time any Agent
shall have been notified to suspend the solicitation of offers to purchase the
Notes in its capacity as Agent (whether under this subparagraph (b) or otherwise
under this Agreement) to the time the Company shall determine that solicitation
of offers to purchase the Notes should be resumed; provided that if any Agent
holds any Notes purchased as principal pursuant to a Terms Agreement or from the
Purchasing Agent, the Company shall comply with the provisions of subsection (b)
of this Section 4(B) during the period when a Prospectus is required to be
delivered pursuant to the Act.
(c) The Company will comply, in a timely manner, with all applicable
requirements under the Exchange Act relating to the filing with the Commission
of the Company's reports pursuant to Section 13(a), 13(c) or 15(d) of the
Exchange Act and, if then applicable, of the Company's proxy statements pursuant
to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the Notes for
sale under the securities laws of such jurisdictions as any Agent reasonably
designates, to maintain such qualifications in effect so long as required for
the distribution of the Notes, except that the Company shall not be required in
connection therewith to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to each Agent copies of the
Registration Statements and the Prospectus (including all documents incorporated
by reference therein), and
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all amendments of and supplements to the Registration Statements or the
Prospectus which are filed with the Commission during the period in which a
prospectus relating to the Notes is required to be delivered under the Act
(including all documents filed by an amendment or supplement with the Commission
during such period which are deemed to be incorporated by reference therein), in
each case in such quantities as such Agent may from time to time reasonably
request.
(f) So long as any of the Notes are outstanding, the Company agrees
to furnish to each Agent, upon its reasonable request, as soon as available, all
reports and financial statements filed by or on behalf of the Company with the
Commission or any national securities exchange.
(g) The Company will make generally available to its security
holders and to each Agent as soon as practicable, but in any event not later
than 15 months after the end of the Company's current fiscal quarter, an
earnings statement (which need not be audited) covering a 12-month period
beginning after the date upon which any amendment of or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of debt securities other than the Notes) is filed
pursuant to Rule 424 under the Act, which shall satisfy the provisions of
Section 11(a) of the Act.
(h) The Company shall, whether or not any sale of Notes is
consummated or this Agreement is terminated, pay all expenses incident to the
performance of its obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel, the cost of printing (or other production) and delivery
of the Registration Statements and the Prospectus, all amendments thereof and
supplements thereto, the Indenture, and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements (including reasonable fees of counsel) incurred in
connection with the qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities or Blue Sky laws of
such jurisdictions as any Agent may designate, the fees and disbursements of the
Trustee, the fees of any agency that rates the Notes, the fees and expenses
incurred with respect to any filing with the National Association of Securities
Dealers, Inc. and the reasonable fees and disbursements of Cleary, Gottlieb,
Steen & Hamilton, as counsel for the Agents, or other counsel reasonably
satisfactory to the Purchasing Agent and the Company, and such other expenses,
including, without limitation, advertising expenses as may be agreed upon by the
Purchasing Agent and the Company; provided, however, that with respect to any
purchase of Notes by the Purchasing Agent pursuant to a Terms Agreement, the
fees and disbursements of Cleary, Gottlieb, Steen & Hamilton or other counsel to
the Agents shall not be paid by the Company.
(i) During the term of this Agreement, the Company shall furnish to
each Agent such relevant documents and certificates of officers of the Company
relating to the business, operations and affairs of the Company, the
Registration Statements, the Prospectus, any amendments thereof or supplements
thereto, the Indenture, the Notes, this Agreement, the Administrative
Procedures, any Terms Agreement and the performance by the Company of its
obligations hereunder or thereunder as any Agent may from time to time
reasonably request and shall promptly notify each Agent orally, followed by
written notice of any downgrading, or of its receipt of any notice of any
intended downgrading, in the rating accorded any of the Company's
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securities by Moody's Investors Service, Inc. or Standard & Poor's Ratings
Services or, if one of them no longer rates the securities of the Company,
another "nationally recognized statistical rating organization", as such term is
defined for purposes of Rule 436(g) (2) under the Act.
(j) Each time either Registration Statement or the Prospectus is
amended or supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the
Purchasing Agent reasonably deems immaterial), the Company will deliver or cause
to be delivered forthwith to the Agents a certificate of the Company signed by
the Chairman of the Board, any Vice Chairman or any Vice President and by the
principal financial officer, the principal accounting officer or the Treasurer
of the Company (or another officer or officers acceptable to the Purchasing
Agent), dated the date of the effectiveness of such amendment or the date of
filing with the Commission of such supplement or document, as the case may be,
in form reasonably satisfactory to the Purchasing Agent, to the effect that the
statements contained in the certificate referred to in Section 5(b) (iii) that
was last furnished to the Agents (either pursuant to Section 5(b) (iii) or
pursuant to this Section 4(A)(j)) are true and correct at the time of the
effectiveness of such amendment or the time of filing of such supplement or
document, as the case may be, as though made at and as of such time (except that
such statements shall be deemed to relate to the Registration Statements, as
amended at the time of effectiveness of such amendment, and to the Prospectus,
as amended and supplemented at the date of such certificate) or, in lieu of such
certificate, a certificate of the same tenor as the certificate referred to in
Section 5(b) (iii) but modified, if necessary, to relate to the Registration
Statements, as amended at the time of the effectiveness of such amendment, and
to the Prospectus, as amended and supplemented at the date of such certificate.
(k) Each time either Registration Statement or the Prospectus is
amended or supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the
Purchasing Agent reasonably deems immaterial), the Company shall furnish to or
cause to be furnished forthwith to the Agents the written opinion of the General
Counsel or a Deputy General Counsel of the Company or other counsel reasonably
satisfactory to the Purchasing Agent dated the date of the effectiveness of such
amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to the Purchasing
Agent, to the effect set forth in Exhibit F hereto. In lieu of such opinion,
counsel last furnishing such an opinion to the Agents may furnish to the Agents
a letter to the effect that the Agents may rely on such last opinion to the same
extent as though it were dated the date of such letter and authorizing reliance
on such last opinion (except that statements in such last opinion will be deemed
to relate to the Registration Statements, as amended at the time of the
effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such letter).
(l) Each time either Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information supplemented (other than by filing with the Commission: (i) a
Pricing Supplement, (ii) an amendment or supplement relating solely to an
offering of securities other than the Notes, (iii) a Current Report on Form 8-
10
K (or any successor item thereto), or (iv) any other amendment or supplement
that the Purchasing Agent reasonably deems immaterial), the Company shall cause
KPMG LLP, Independent Registered Public Accounting Firm, forthwith to furnish
the Agents a letter, dated the date of the effectiveness of such amendment or
the date of filing of such supplement or document, as the case may be, in form
satisfactory to the Purchasing Agent, of the same tenor as the letter of such
independent public accountants referred to in Section 5(b)(iv) hereof but
modified to relate to the Registration Statements and Prospectus, as amended and
supplemented to the date of such letter, with such changes as may be necessary
to reflect changes in the financial statements and other information derived
from the accounting records of the Company; provided, however, that if either
Registration Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information with respect to a
fiscal quarter, KPMG LLP may limit the scope of such letter to the unaudited
financial statements included in such amendment or supplement.
(m) Each acceptance by the Company of an offer for the purchase of
Notes and each sale of Notes to the Purchasing Agent shall be deemed to be an
affirmation that the representations and warranties of the Company contained in
or made pursuant to this Agreement are true and correct in all material respects
at the time of such acceptance or sale, as the case may be, as though made at
and as of such time, and an undertaking that such representations and warranties
will be true and correct in all material respects at the time of delivery to the
Purchasing Agent of the Notes relating to such acceptance, as the case may be,
as though made at and as of such time (and it is understood that such
representations and warranties shall relate to the Registration Statements and
the Prospectus as amended and supplemented to each such time).
(n) Anything to the contrary in this Section 4 notwithstanding, if,
at the time of any required notice, amendment or supplement to the Registration
Statement or the Prospectus, the Company shall have instructed the Agents to
suspend solicitation of offers to purchase the Notes and no Agent then holds any
Notes acquired by it as principal pursuant to a Terms Agreement or from the
Purchasing Agent, the Company shall not be obligated to furnish or cause to be
furnished any notice, certificate, opinion or letter otherwise required until
such time as it shall determine that solicitation of offers to purchase the
Notes should be resumed; and provided, further that, prior to resuming such
solicitation the Agents shall be entitled to receive any such notices,
certificates, opinions or letters not previously furnished, accurate as of the
date of such notice, certificate, opinion or letter.
5. Conditions to the Obligations of the Agents. The obligations of
each Agent under the terms of this Agreement will be subject to the accuracy in
all material respects of the representations and warranties on the part of the
Company herein contained, to the accuracy of the statements of the Company's
officers made in each certificate furnished pursuant to the provisions hereof
and to the performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and observed (in the
case of any Agent's obligations to solicit offers to purchase Notes, at the time
of such solicitation, and, in the case of any Agent's obligation to purchase
Notes, at the time the Company accepts the offer from the Purchasing Agent to
purchase such Notes and at the time of purchase by the Purchasing Agent) and (in
each case) to the following additional conditions precedent when and as
specified:
11
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change in or affecting
particularly the business or properties of the Company and its affiliates
from that set forth in the Second Registration Statement, as amended or
supplemented, that, in such Agent's judgment, makes it impracticable to
market the Notes on the terms and in the manner contemplated in the
Prospectus except as disclosed to the Agents in writing by the Company
before the Company accepted the Purchasing Agents' offer to purchase such
Notes.
(ii) There shall not have occurred any (x) suspension or
material limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company on
any exchange (whether U.S. or foreign) or in the over-the-counter market,
(y) declaration of a general moratorium on commercial banking activities
in New York by either federal or New York state authorities or exchange
controls shall have been imposed by the United States or (z) any outbreak
or escalation of major hostilities in which the United States is involved,
any declaration of war by Congress or any other substantial national or
international calamity or emergency that, in the Agent's judgment, is
material and adverse and, in the case of any of the events described in
clauses (x) through (z) above, such event makes it, in such Agent's
judgment, impracticable to market the Notes on the terms and in the manner
contemplated by the Prospectus, as amended or supplemented, except for any
such event occurring before the Company accepted the offer of the
Purchasing Agent to purchase such Notes.
(iii) There shall not have been any downgrading, nor any
notice given of any intended downgrading, in the rating accorded any of
the Company's securities by Moody's Investor Service or Standard & Poor's
Ratings Services or, if one of them no longer rates the securities of the
Company, another "nationally recognized statistical rating organization",
as such term is defined for purposes of Rule 436(g) (2) under the Act,
except as disclosed to the Agents in writing by the Company before the
Company accepted the Purchasing Agent's offer to purchase such Notes.
(b) On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date:
(i) The Company shall have furnished to the Agents the opinion
of the General Counsel of the Company (or other counsel for the Company
reasonably acceptable to the Agents) on the Commencement Date, and, on the
Settlement Date will furnish the opinion of the General Counsel of the
Company (or other counsel for the Company reasonably acceptable to the
Agents) and, if called for by a Terms Agreement, the opinion of other
counsel, dated the Commencement Date or the Settlement Date, as the case
may be, to the effect set forth in Exhibit F hereto.
(ii) The Agents shall have received from Cleary, Gottlieb,
Steen & Hamilton, counsel for the Agents (or other counsel reasonably
acceptable to the
12
Purchasing Agent and the Company), an opinion dated the Commencement Date
or the Settlement Date, as the case may be, to the effect set forth in
Exhibit G hereto.
(iii) The Company shall have furnished to the Agents a
certificate of the Company, signed by the Chief Executive Officer,
President, Vice Chairman or Vice President and by Chief Financial Officer,
the Controller or Treasurer of the Company (or another officer or officers
acceptable to the Agents), dated the Commencement Date or the Settlement
Date, as the case may be, to the effect that each signatory of such
certificate has carefully examined the Registration Statement, as amended
as of the date of such certificate, the Prospectus, as amended and
supplemented as of the date of such certificate, and this Agreement and
that:
(A) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on and as of
the date of such certificate with the same effect as if made on the date
of such certificate and the Company has complied in all material respects
with all the agreements and satisfied in all material respects all the
conditions on its part to be performed or satisfied as a condition to the
obligations of the Agents under this Agreement;
(B) no stop order suspending the effectiveness of either
Registration Statement has been issued and no proceedings for that purpose
have been instituted or, to their knowledge, have been threatened; and
(C) since the date of the most recent financial
statements included in the Prospectus, as amended and supplemented, there
has been no material adverse change in the consolidated financial
condition or results of operations of the Company and its subsidiaries,
taken as a whole, which is not disclosed in the Prospectus, as amended or
supplemented.
(iv) KPMG LLP, Independent Registered Public Accounting Firm,
or another nationally recognized independent accounting firm, shall have
furnished to the Agents a letter or letters, dated the Commencement Date
or the Settlement Date, as the case may be, in form and substance
reasonably satisfactory to the Agents, to the effect set forth in Exhibit
H and Exhibit I hereto.
(v) The Company shall have furnished to the Agents such
appropriate further information, certificates and documents as the Agents
may reasonably request.
6. Indemnification and Contribution. (a) The Company will indemnify
and hold harmless each of you against any losses, claims, damages or
liabilities, joint or several, to which each of you may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in either Registration
Statement when it became effective, the Second Registration Statement or the
Prospectus, or any amendment or supplement thereto, or any related preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse each of
13
you for any legal or other expenses reasonably incurred by you in connection
with investigating or defending against such loss, claim damage, liability or
action; provided, however, that (i) the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any of you specifically
for use in the preparation thereof, and (ii) such indemnity with respect to any
preliminary Prospectus, the Prospectus or any preliminary supplemental
prospectus, shall not inure to the benefit of any of you (or any person
controlling you) if the Company shall have delivered sufficient quantities of
the Prospectus, as amended and supplemented, to you within a reasonable time
prior to the earlier of the delivery of the written confirmation of the sale of
such Notes or the delivery of such Notes to the person asserting such loss,
claim, damage, liability or action for which indemnification is sought, and the
Prospectus as so amended and supplemented (excluding documents incorporated by
reference) was not sent or given to such person by you at or prior to the
earlier of the delivery of the written confirmation of the sale of such Notes or
the delivery of such Notes to such person in any case where such sending or
giving of a prospectus is required by the Act, and the untrue statement or
omission of a material fact contained in such preliminary prospectus, such
Prospectus or such preliminary supplemental prospectus, was corrected in the
Prospectus, as so amended and supplemented, provided to you.
(b) Each Agent will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained any
part of either Registration Statement when it became effective, or the Second
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or any related Preliminary Prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Agent specifically for use in the preparation
thereof, and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
against any such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve the indemnifying party from any liability
which the indemnifying party may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnified party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall
14
not be liable to such indemnified party under such subsection for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and by each of you on the other from the offering
of the Notes from which such losses, claims, damages or liabilities arose, or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and by each of you on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and by each of you on
the other shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Notes from which such losses, claims, damages or
liabilities arose (before deducting expenses) received by the Company bear to
the total commissions received by each of you in connection with such offering.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by any of you and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and each of you agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were to be determined
by pro rata allocation (even if you were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to in the first sentence of this subsection
(d). The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim (which shall be limited as provided in subsection (c) above if the
indemnifying party has assumed the defense of any such action in accordance with
the provisions thereof) which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), none of you shall be
required to contribute any amount in excess of the amount by which the total
price at which the Notes sold by the Company from which such losses, claims,
damages or liabilities arose pursuant to offers solicited by you were offered to
the public exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Agents'
obligations in this subsection (d) to contribute shall be several in such
proportion so that each Agent is responsible for the portion represented by the
percentage that the commission received by such Agent from the offering of the
Notes bear to the public offering price of such Notes, and not joint. Promptly
after receipt by an indemnified party under this subsection (d) of the notice of
the commencement of any action against such party in respect of which a claim
for contribution may be made against an indemnifying party
15
under this subsection (d), such indemnified party shall notify the indemnifying
party in writing of the commencement thereof if the notice specified in
subsection (c) above has not been given with respect to such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under this
subsection (d).
(e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any of
you within the meaning of the Act or the Exchange Act; and the obligations of
each of you under this Section 6 shall be in addition to any liability which you
may otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company (including any person who, with his or her consent, is
named in a Registration Statement as about to become a director of the Company),
to each officer of the Company who has signed a Registration Statement and to
each person, if any, who controls the Company within the meaning of the Act or
the Exchange Act.
7. Termination. This Agreement will continue in effect until
terminated as provided in this Section 7. This Agreement may be terminated by
either the Company as to any Agent or by any Agent insofar as this Agreement
relates to such Agent by giving written notice of such termination to such Agent
or the Company, as the case may be. The termination of this Agreement shall not
require termination of any agreement by the Purchasing Agent to purchase Notes
as principal, and the termination of any such Agreement shall not require
termination of this Agreement. If this Agreement is terminated, neither party
shall have any liability to the other party hereto, except (i) as provided in
the first sentence of the fourth paragraph of Section 2(a), the last proviso of
Section 4(A)(b), and Sections 4(A)(g), 6, 8 and 11, (ii) that the Company shall
reimburse the Agents, through the Purchasing Agent, for all reasonable and
documented out-of-pocket expenses (including reasonable and documented fees and
disbursements of counsel) that shall have been incurred by them in connection
with any proposed but not completed purchase and sale of Notes, and (iii) that,
if at the time of termination an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the purchaser of the Note or
Notes relating thereto has not occurred, the Company's representations and
warranties stated in Section 2 and its obligations under the Administrative
Procedures, and in Sections 2(c), 4(A)(a), 4(A)(b), 4(A)(c), 4(A)(e), 4(A)(i),
4(A)(j), 4(A)(k), 4(A)(1), 4(A)(m), 4(A)(o), 4(A)(q), 4(A)(r) and 5 shall also
remain in full force and effect and not be terminated until the delivery of such
Notes.
8. Representations and Indemnities to Survive. With respect to any
Agent's solicitation of offers to purchase Notes or the Purchasing Agent's
obligation to purchase Notes pursuant to any Terms Agreement or any Agent's
commitment to purchase Notes from the Purchasing Agent, the respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of any of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of you or the Company or any of the officers, directors or
controlling persons referred to in Section 6 hereof, and will survive delivery
of and payment for the Notes for a period extending to the earlier of (i) three
years from the corresponding Settlement Date for such Notes or (ii) the
expiration of any applicable statute of limitations governing such solicitation
or purchase of Notes.
16
9. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to an Agent, will be delivered or sent
by mail or transmitted by any standard form of telecommunication and confirmed
to such Agent, at the address specified in Schedule I hereto; or, if sent to the
Company, will be delivered or sent by mail or transmitted by any standard form
of telecommunication and confirmed to it at Citigroup Global Markets Holdings
Inc., 388 Greenwich Street, New York, New York 10013, Attention: Treasurer.
10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 6 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 6 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof except to the extent provided for in Section 5
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of any of you hereunder may not be assigned without the prior
written consent of the Company.
11. Waivers, Etc. Neither any failure nor delay on the part of any
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of any Right with respect to
any other occurrence.
12. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
17
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and you.
Very truly yours,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Geoffrey S. Richards
-----------------------------------
Name: Geoffrey S. Richards
Title: Vice President
The foregoing Agreement is hereby confirmed and accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Martha Bailey
-----------------------------
Name: Martha Bailey
Title: Senior Vice President
A.G. EDWARDS & SONS, INC.
By: /s/ Joyce Opinsky
----------------------------
Name: Joyce Opinsky
Title: Vice President
EDWARD D. JONES & CO., L.P.
By: /s/ Philip Schwab
-----------------------------
Name: Philip Schwab
Title: General Principal
18
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Venkat Budinehal
-------------------------------------------
Name: Venkat Budinehal
Title: Director
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Harold J. Hendershot III
-------------------------------------------
Name: Harold J. Hendershot III
Title: Executive Director
UBS SECURITIES LLC
By: /s/ James Hausmann
-------------------------------------------
Name: James Hausmann
Title: Senior Vice President
UBS SECURITIES LLC
By: /s/ Karen Rockey
-------------------------------------------
Name: Karen Rockey
Title: Senior Vice President
WACHOVIA CAPITAL MARKETS, LLC
By: /s/ Amy Kabatznick
-------------------------------------------
Name: Amy Kabatznick
Title: Managing Director
19
SCHEDULE I
AGENT CONTACT INFORMATION
Citigroup Global Markets Inc.
388 Greenwich Street, 35th Floor
New York, NY 10013
Attention: Hugo Doetsch
Telephone: (212) 816-4521
Facsimile: (212) 816-0910
E-Mail: hugo.doetsch@citigroup.com
A.G. Edwards & Sons, Inc.
1 North Jefferson Avenue
St. Louis, MO 63103
Attention: Mary Ann Cribbin
Telephone: (314) 955-5000
Facsimile: (314) 955-7341
E-Mail: cribbinma@agedwards.com
Edward D. Jones & Co., L.P.
Corporate Bond Department
12555 Manchester Road
St. Louis, MO 63131
Attention: Karen Liebsch
Telephone: (314) 515-5119
Facsimile: (314) 515-3502
E-Mail: karen.liebsch@edwardjones.com
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, Floor 15
New York, NY 10080
Attention: Transaction Management Group
Telephone: (212) 449-7476
Facsimile: (212) 449-2234
E-Mail: scott_primrose@ml.com
Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, NY 10036
Attention: Greg Hamwi
Telephone: (212) 761-2206
Facsimile: (212) 507-2460
E-Mail: greg.hamwi@morganstanley.com
with a copy to:
S-1
Morgan Stanely & Co. Incorporated
1585 Broadway, 4th Floor
New York, NY 10036
Attention: Financing Services Group
Telephone: (212) 761-1890
Facsimile: (212) 507-2490
UBS Securities LLC
800 Harbor Blvd.
Weehawken, NJ 07086-6791
Attention: Corporate Desk
Telephone: (201)352-7150
Facsimile: (201) 352-6900
E-Mail: james.Leblanc@ubs.com
with a copy to:
UBS Securities LLC
800 Harbor Blvd.
Weehawken, NJ 07086-6791
Attention: Karen Rockey
Telephone: (201)352-7796/(212)821-2632
Facsimile: (201) 617-8456
E-Mail: Karen.rockey@ubs.com
Wachovia Capital Markets, LLC
One Wachovia Center, DC-08
301 South College Street
Charlotte, NC 28288-0602
Attention: Jeremy Schwartz
Telephone: (704) 383-5024
Facsimile: (704) 383-9165
E-Mail: jeremy.schwartz@wachovia.com
2
SCHEDULE II
SCHEDULE OF COMMISSIONS
The following commissions are payable as a percentage of the non-discounted
public offering price of each note sold through the Purchasing Agent.
Term of Note Commission Rate
- ------------ ---------------
One Year 0.20%
Two Years 0.40%
Three Years 0.60%
Five Years 1.00%
Seven Years 1.25%
Ten Years 1.50%
Fifteen Years 2.00%
Twenty Years 2.50%
Twenty-five Years 2.50%
Thirty Years 2.50%
A-1
EXHIBIT A
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Retail Medium-Term Notes, Series F Administrative Procedures
November 1, 2004
The Retail Medium-Term Notes, Series F (the "Notes") of Citigroup Global
Markets Holdings Inc. (the "Company") are to be offered on a continuing basis.
Citigroup Global Markets Inc. (the "Purchasing Agent"), A.G. Edwards & Sons,
Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, UBS Financial Services Inc.,
Wachovia Capital Markets, LLC., each as agents (collectively, the "Agents") have
agreed to solicit purchases of Notes issued in fully registered form. No Agent
will be obligated to purchase Notes for its own account. The Notes are being
sold pursuant to a Global Selling Agency Agreement between the Company and the
agents named therein (including the Agents) dated the date hereof (the "Agency
Agreement") and one or more terms agreement substantially in the form attached
as Exhibit B to the Agency Agreement (each a "Terms Agreement"). The Notes have
been registered with the Securities and Exchange Commission (the "Commission").
JPMorgan Chase Bank, as successor trustee (the "Trustee"), is the trustee under
the Indenture, dated as of December 1, 1988, as amended from time to time, under
which the Notes will be issued (the "Indenture"). The Notes will constitute part
of the senior debt of the Company and will rank equally with all other unsecured
and unsubordinated debt of the Company.
The Agency Agreement provides that whenever the Company determines from
time to time to sell Notes pursuant to the Agency Agreement, it will enter into
a Terms Agreement relating to such sale between the Company and the Purchasing
Agent, with the Purchasing Agent purchasing such Notes as principal for resale
to other Agents or dealers (the "Selected Dealers") each of whom will purchase
as principal. Each Agent or participating Selected Dealer will then resell the
Notes directly to its customers pursuant to a Master Selected Dealer Agreement
attached as Exhibit J to the Agency Agreement.
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will be issued in book-entry form (each, a "Book-Entry Note") and will be
represented by a fully registered master global note certificate (the "Master
Global Note"). The Master Global Note shall be in a form approved by the Issuer,
the Agents, The Depository Trust Company ("DTC") and the Trustee. Prior to the
issuance of any Notes, the Trustee shall authenticate the Master Global Note and
the DTC Agent (as defined below) will hold it as custodian for DTC. Except under
the limited circumstances described in the Indenture, beneficial owners of
Book-Entry Notes will not be entitled to receive a certificate representing such
Notes.
A-2
The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agents and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agents and the Trustee in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustee are to
communicate regarding orders to purchase Notes and the details of their
settlement. The term "Trustee" as used in these procedures means the Trustee and
any other agents appointed by the Trustee or the Company.
Administrative procedures and specific terms of the offering are explained
below. Book-Entry Notes will be issued in accordance with the administrative
procedures set forth below, as adjusted in accordance with changes in DTC's
operating requirements. Unless otherwise defined herein, terms defined in the
Indenture, the Agency Agreement, the Notes or the Prospectus Supplement or the
Pricing Supplement relating to the Notes shall be used herein as therein
defined. Notes for which interest is calculated on the basis of a fixed interest
rate are referred to herein as "Fixed Rate Notes". Notes for which interest is
calculated on the basis of a floating interest rate are referred to herein as
"Floating Rate Notes". To the extent the procedures set forth below conflict
with the provisions of the Notes, the Indenture, DTC's operating requirements or
the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC's
operating requirements and the Agency Agreement shall control.
Administrative Procedures for Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the "DTC
Agent") will perform the custodial, document control and administrative
functions described below. Citibank, N.A. will perform such functions in
accordance with its respective obligations under a Bring-Down Letter of
Representations from the Company and Citibank, N.A. to DTC dated as of the date
hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and
DTC, dated as of October 31, 1988 and as amended to date, and its obligations as
a participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").
Issuance: All Book-Entry Notes will be represented initially by a
single Master Global Note in fully registered form without
coupons. The Master Global Note will be dated and issued as
of the date of its authentication by the DTC Agent. The
Master Global Note will not represent any Note in
certificated form.
Identification The Company has arranged with the CUSIP Service Bureau of
Numbers: Standard & Poor's Ratings Services (the "CUSIP Service
Bureau") for the reservation of a series of CUSIP numbers
which series consists of approximately 900 CUSIP numbers and
relates to the Book-Entry Notes. The Company has obtained
from the CUSIP Service Bureau a written list of such
reserved CUSIP numbers. The DTC Agent will assign CUSIP
numbers to Book-Entry Notes as described below under
Settlement Procedure "B". DTC will notify the CUSIP Service
Bureau periodically of the CUSIP numbers that
A-3
the DTC Agent has assigned to Book-Entry Notes. The DTC
Agent will notify the Company at any time when fewer than
100 of the reserved CUSIP numbers remain unassigned to
Book-Entry Notes, and, if it deems necessary, the Company
will reserve additional CUSIP numbers for assignment to
Book-Entry Notes. Upon obtaining such additional CUSIP
numbers, the Company shall deliver a list of such additional
CUSIP numbers to the DTC Agent, as needed, and to DTC.
Registration: The Master Global Note will be registered in the name of
CEDE & CO., as nominee for DTC, on the securities register
for the Notes (the "Securities Register") maintained under
the Indenture. The beneficial owner of a Book-Entry Note (or
one or more indirect participants in DTC designated by such
owner) will designate one or more participants in DTC (with
respect to such Book-Entry Note, the "Participants") to act
as agent or agents for such owner in connection with the
book-entry system maintained by DTC, and DTC will record in
book-entry form, in accordance with instructions provided by
such Participants, a credit balance with respect to such
beneficial owner in such Book-Entry Note in the account of
such Participants. The ownership interest of such beneficial
owner (or such participant) in such Book-Entry Note will be
recorded through the records of such Participants or through
the separate records of such Participants and one or more
indirect participants in DTC.
Transfers: Transfers of interests in a Book-Entry Note will be
accomplished by book entries made by DTC and, in turn, by
Participants (and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial
transferors and transferees of such Note.
Consolidation and The DTC Agent may deliver to DTC and the CUSIP Service
Exchanges: Bureau at any time a written notice of consolidation (a copy
of which shall be maintained in the records of the DTC Agent
described below) specifying (i) the CUSIP numbers of two or
more outstanding Book-Entry Notes that have the same Terms
and for which interest has been paid to the same date, (ii)
a date, occurring at least thirty days after such written
notice is delivered and at least thirty days before the next
Interest Payment Date for such Book-Entry Notes shall be
consolidated, and (iii) a new CUSIP number to be assigned to
such consolidated Book-Entry Notes. Upon receipt of such a
notice, DTC will send to its Participants (including the DTC
Agent) a written reorganization notice to the effect that
such consolidation will occur on such date. Prior to the
specified consolidation date, the DTC Agent will deliver to
the CUSIP Service Bureau a written notice setting forth such
consolidation date and such new CUSIP number and stating
that, as of such consolidation date, the CUSIP numbers of
the Book-Entry Notes to be consolidated will no longer be
valid. On
A-4
the specified consolidation date, the DTC Agent will
consolidate on its records such Book-Entry Notes as a single
Book-Entry Note bearing the new CUSIP number and dated the
last Interest Payment Date to which interest has been paid
on the underlying Book-Entry Notes, and the CUSIP numbers of
the consolidated Book-Entry Notes will, in accordance with
CUSIP Service Bureau procedures, be canceled and not
immediately reassigned.
Maturities: Each Note will mature on a date (the "Maturity Date") nine
months or more after the issue date for such Note. A
Floating Rate Note will mature only on an Interest Payment
Date for such Note.
Denominations: The Notes will be issued in principal amounts of $1,000 or
any amount in excess thereof that is an integral multiple of
$1,000.
Notice of The DTC Agent will give notice to DTC prior to each
Redemption Dates: Redemption Date (as specified in the Note) if any at the
time and in the manner set forth in the Letter.
Interest: General. Unless otherwise indicated in the applicable
Pricing Supplement, interest, if any, on each Note will
accrue from the Original Issue Date (or such other date on
which interest otherwise begins to accrue if different than
the Original Issue Date) of such Note for the first interest
period or the last date to which interest has been paid, if
any, for each subsequent interest period and will be
calculated and paid in the manner and on the Interest
Payment Dates described in the Prospectus (as defined in the
Agency Agreement), as supplemented by the applicable Pricing
Supplement. Each payment of interest on a Note will include
interest accrued to but excluding the Interest Payment Date;
provided that in the case of Floating Rate Notes that reset
daily or weekly, interest payments will include interest
accrued to but excluding the next preceding Regular Record
Date, except that at stated Maturity, the interest payable
will include interest accrued to, but excluding, the
Maturity Date.
The Regular Record Date with respect to any Interest Payment
Date for a Fixed Rate Note or a Floating Rate Note shall be
the date (whether or not a Business Day) fifteen calendar
days immediately preceding such Interest Payment Date.
Standard & Poor's Ratings Services will use the information
received in the pending deposit message described under
Settlement Procedure "C" below in order to include the
amount of any interest payable and certain other information
regarding the related Notes in the appropriate daily bond
report published by Standard & Poor's Ratings Services.
A-5
Unless otherwise specified in the applicable Pricing
Supplement, interest on each Note will be payable either
monthly, quarterly, semiannually or annually on each
Interest Payment Date and at Maturity (or on the date of
redemption or repayment if a Note is repurchased by the
Company prior to maturity pursuant to mandatory or optional
redemption or repayment provisions of the Survivor's
Option). Interest will be payable to the person in whose
name a Note is registered at the close of business on the
Regular Record Date next preceding each Interest Payment
Date; provided, however, interest payable at Maturity, on a
date of redemption or repayment or in connection with the
exercise of the Survivor's Option will be payable to the
person to whom principal shall be payable.
Unless otherwise specified in the applicable Pricing
Supplement, the Interest Payment Dates for a Fixed Rate Note
that provides for monthly interest payments shall be the
fifteenth day of each calendar month, commencing in the
calendar month that next succeeds the month in which the
Note is issued. In the case of a Fixed Rate Note that
provides for quarterly interest payments, the Interest
Payment Dates shall be the fifteenth day of each third
month, commencing in the third succeeding calendar month
following the month in which the Note is issued. In the case
of a Fixed Rate Note that provides for semi-annual interest
payments, the Interest Payment dates shall be the fifteenth
day of each sixth month, commencing in the sixth succeeding
calendar month following the month in which the Note is
issued. In the case of a Fixed Rate Note that provides for
annual interest payments, the Interest Payment Date shall be
the fifteenth day of every twelfth month, commencing in the
twelfth succeeding calendar month following the month in
which the Note is issued.
The Interest Payment Dates for a Floating Rate Note will be
the dates specified in the applicable Pricing Supplement.
The interest rates the Company will agree to pay on
newly-issued Notes are subject to change without notice by
the Company from time to time, but no such change will
affect any Notes already issued or as to which an offer to
purchase has been accepted by the Company.
Business Day: "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any weekday that is (1) not a
legal holiday in New York, New York and (2) not a day on
which banking institutions in New York, New York are
authorized or required by law or regulation to be closed.
A-6
Payments of Payment of Interest Only. Promptly after each Regular Record
Principal and Date, the DTC Agent will deliver to the Company and DTC a
Interest: written notice setting forth, by CUSIP number, the amount of
interest to be paid on each Book-Entry Note on the following
Interest Payment Date (other than an Interest Payment Date
coinciding with Maturity) and the total of such amounts. DTC
will confirm the amount payable on each Book-Entry Note on
such Interest Payment Date by reference to the appropriate
daily bond reports published by Standard & Poor's Ratings
Services. The Company will pay to the DTC Agent the total
amount of interest due on such Interest Payment Date (other
than at Maturity), and the DTC Agent will pay such amount to
DTC, at the times and in the manner set forth below under
"Manner of Payment". If any Interest Payment Date for a
Book-Entry Note is not a Business Day, the payment due on
such day shall be made on the next succeeding Business Day
and no interest shall accrue as a result of such delayed
payment.
Payments at Maturity or Upon Redemption. On or about the
first Business Day of each month, the DTC Agent will deliver
to the Company, DTC and the DTC Agent a written list of
principal and interest to be paid on each Book-Entry Note
maturing either on a Maturity Date or on a Redemption Date
in the following month. The DTC Agent, the Company and DTC
will confirm the amounts of such principal and interest
payments with respect to each Book-Entry Note on or about
the fifth Business Day preceding the Maturity Date or
Redemption Date of such Book-Entry Note. On or before such
Maturity or Redemption, the Company will pay to the DTC
Agent the principal amount of such Book-Entry Note, together
with interest due on such Maturity Date. The DTC Agent will
pay such amount to DTC at the times and in the manner set
forth below under "Manner of Payment". If any Maturity of a
Book-Entry Note is not a Business Day, the payment due on
such day shall be made on the next succeeding Business Day
and no interest shall accrue on such payment for the period
from and after such Maturity Date or Redemption Date.
Promptly after payment to DTC of the principal and interest
due on a Maturity Date or on a Redemption Date of such
Book-Entry Note, the DTC Agent will cancel such Book-Entry
Note in accordance with the provisions of the Indenture and
record an appropriate debit advice on the Master Global
Note.
Manner of Payment. The total amount of any principal and
interest due on Book-Entry Notes on any Interest Payment
Date or at Maturity or upon redemption shall be paid by the
Company to the DTC Agent in immediately available funds no
later than 9:30 A.M. (New York City time) on such date. The
Company will make such payment on such Book-Entry Notes by
instructing the DTC Agent to withdraw funds from an account
maintained by the Company with the
A-7
DTC Agent. The Company will confirm any such instructions in
writing to such DTC Agent. Prior to 10:00 A.M. (New York
City time) on the Maturity Date or as soon as possible
thereafter, such DTC Agent will pay by separate wire
transfer (using Fedwire message entry instructions in a form
previously specified by DTC) to an account at the Federal
Reserve Bank of New York previously specified by DTC, in
funds available for immediate use by DTC, each payment of
principal (together with interest thereon) due on a
Book-Entry Note on such Maturity Date or Redemption Date. On
each Interest Payment Date (other than at Maturity),
interest payments shall be made to DTC, in same day funds,
in accordance with existing arrangements between the DTC
Agent and DTC. On each such date, DTC will pay, in
accordance with its SDFS operating procedures then in
effect, such amounts in funds available for immediate use to
the respective Participants in whose names the Book-Entry
Notes are recorded in the book-entry system maintained by
DTC. Neither the Company nor the DTC Agent shall have any
direct responsibility or liability for the payment by DTC to
such Participants of the principal of and interest on the
Book-Entry Notes.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Book-Entry Note will be determined and withheld by the
Participant, indirect participant in DTC or other Person
responsible for forwarding payments and materials directly
to the beneficial owner of such Note.
Procedures upon Company Notice to DTC Agent regarding Company's Exercise of
Company Notice Optional Redemption. At least 60 days prior to the date on
regarding Company's which it intends to redeem any Book-Entry Note, the Company
Exercise of will notify the DTC Agent (with a copy to the Trustee) that
Optional it is exercising such option with respect to such Book-Entry
Redemption: Note on such date.
DTC Agent Notice to DTC regarding Company's Exercise of
Optional Redemption. After receipt of notice that the
Company is exercising its option to redeem any Book-Entry
Note, the DTC Agent will, at least 30 days before the
redemption date for such Book-Entry Note, hand deliver to
DTC a notice identifying such Book-Entry Note by CUSIP
number and informing DTC of the Company's exercise of such
option with respect to such Book-Entry Note.
Deposit of Redemption Price. On or before any redemption
date, the Company shall deposit with the DTC Agent an amount
of money sufficient to pay the redemption price, plus
interest accrued to such redemption date, for all the
Book-Entry Notes or portions thereof that are to be repaid
on such redemption date. The DTC Agent will use such money
to repay such Book-Entry Notes pursuant to the
A-8
terms set forth in such Notes.
Payments of DTC Agent Notice to Company of Option to be Repaid. Upon
Principal and receipt of notice of exercise of the option for repayment,
Interest Upon the DTC Agent shall give notice to the Company (with a copy
Exercise of of such notice to the Trustee) not less than 20 days prior
Optional Repayment: to each Optional Repayment Date of such Optional Repayment
Date and of the principal amount of Book-Entry Notes to be
repaid on such Optional Repayment Date.
Deposit of Repayment Price. On or prior to any Optional
Repayment Date, the Company shall deposit with the DTC Agent
an amount of money sufficient to pay the optional repayment
price, and accrued interest thereon to such date, of all the
Book-Entry Notes or portions thereof which are to be repaid
on such date. The DTC Agent will use such money to repay
such Book-Entry Notes pursuant to the terms set forth in
such Notes.
Procedure for Rate The Company and the Purchasing Agent will discuss from time
Setting and to time the aggregate principal amount of, the issuance
Posting: price of, and the interest rates to be borne by, Notes that
may be sold as a result of the solicitation of orders by the
Agents. If the Company decides to set prices of, and rates
borne by, any Book-Entry Notes in respect of which the
Agents are to solicit orders to purchase (the setting of
such prices and rates to be referred to herein as "Posting")
or if the Company decides to change prices or rates
previously posted by it, it will promptly advise the Agents
of the prices and rates to be posted.
The DTC Agent will assign a separate CUSIP number for each
tranche of Notes to be posted, and will so advise and notify
the Company, the Trustee and the Purchasing Agent of said
assignment by telephone and/or by telecopier or by other
electronic transmission. The Purchasing Agent will include
the assigned CUSIP number on all Posting notices
communicated to the Agents and Selected Dealers.
Offering of Notes: In the event that there is a Posting, the Purchasing Agent
will communicate to each of the Agents and Selected Dealers
the relevant terms of, including the Maturities of and the
interest rates to be borne by, each tranche of Notes that is
the subject of the Posting. Thereafter, the Purchasing
Agent, along with the other Agents and Selected Dealers,
will solicit offers to purchase the Note accordingly.
Purchase of Notes The Purchasing Agent will no later than 12:00 noon (New York
by the Purchasing City time) on the seventh day subsequent to the day on which
Agent: such Posting occurs, or if such seventh day is not a
Business Day on the preceding Business Day, or on such other
Business Day and time as shall be mutually agreed upon by
the Company and the Agents (any such day, a "Trade Day"),
(i) complete, execute and deliver to the Company a
A-9
Terms Agreement that sets forth, among other things, the
amount of each tranche that the Purchasing Agent is offering
to purchase or (ii) inform the Company that none of the
Notes of a particular tranche will be purchased by the
Purchasing Agent.
Acceptance and Unless otherwise instructed by the Company, the Purchasing
Rejection of Agent will advise the Company promptly by telephone or by
Orders: other electronic transmission of all orders to purchase
Notes received by each Agent, other than those rejected by
it in whole or in part in the reasonable exercise of its
discretion. Unless otherwise agreed by the Company and the
Agents, the Company has the sole right to accept orders to
purchase Notes and may reject any such orders in whole or in
part.
Upon receipt of a completed and executed Terms Agreement
from the Purchasing Agent, the Company will (i) promptly
execute and return such Terms Agreement to the Purchasing
Agent or (ii) inform the Purchasing Agent that its offer to
purchase the Notes of a particular tranche has been
rejected, in whole or in part. The Purchasing Agent will
thereafter promptly inform the other Agents and
participating Selected Dealers of the action taken by the
Company.
Preparation of If any order to purchase a Book-Entry Note is accepted by or
Pricing Supplement: on behalf of the Company, the Company will prepare a pricing
supplement (substantially in the form attached to the Agency
Agreement as Exhibit E, each a "Pricing Supplement")
reflecting the terms of such Book-Entry Note, will file such
Pricing Supplement with the Commission in accordance with
the applicable paragraph of Rule 424(b) under the Act, will
deliver such number of copies thereof to the Agent as the
Agent shall request and will, on the Agent's behalf, file
such Pricing Supplement with the National Association of
Securities Dealers, Inc. (the "NASD"). The Company shall use
its reasonable best efforts to send such Pricing Supplement
by email or facsimile to the Purchasing Agent and the
Trustee by 3:00 P.M. (New York City Time) on the applicable
Trade Date. The Purchasing Agent shall use its reasonable
best efforts to send such Pricing Supplement and the
Prospectus by email or telecopy or overnight express (for
delivery by the close of business on the applicable Trade
Date) to each Agent (or Selected Dealer) which made or
presented the offer to purchase the applicable Note and the
Trustee at the following applicable address:
If to A.G. Edwards & Sons, Inc., to:
1 North Jefferson Avenue
St. Louis, MO 63103
Attention: Mary Ann Cribbin
A-10
Telephone: (314)955-5000
Facsimile: (314) 955-7341
E-Mail: cribbinma@agedwards.com
If to Edward D. Jones & Co., L.P., to:
Corporate Board Department
12555 Manchester Road
St. Louis, MO 63131
Attention: Karen Liebsch
Telephone: (314) 515-5119
Facsimile: (314) 515-3502
E-Mail: karen.liebsch@edwardjones.com
If to Merrill Lynch, Pierce, Fenner & Smith Incorporated, to:
Merrill Lynch & Co.
Merrill Lynch Production Technologies
4 Corporate Place
Piscataway, NJ 08854
Attention: Diane Walker
Telephone: (732) 878-6536
Facsimile: (732) 878-6481
E-Mail: mtnsuppl@na2.us.ml.com
with a copy to:
ADP Integrated Distribution Services
1155 Long Island Avenue
Edgewood, NY 11717
Attention: Debt/MTNs, Shawn Leandre
Telephone: (631) 254-7081
Facsimile: (631) 254-7132
E-Mail: corporateordering@adp.com
If to Morgan Stanley & Co. Incorporated, to:
1585 Broadway, 2nd Floor
New York, NY 10036
Attention: Greg Hamwi
Telephone: (212) 761-2206
Facsimile: (212) 507-2460
E-Mail: greg.hamwi@morganstanley.com
with a copy to:
ADP
1155 Long Island Avenue
Edgewood, NY 11717
Attention: Morgan Stanley Prospectus
Telephone: (631) 254-7081
Facsimile: (631) 254-7132
A-11
E-Mail: corporateordering@adp.com
If to UBS Financial Services Inc., to:
800 Harbor Blvd.
Weehawken, NJ 07086-6791
Attention: Corporate Desk
Telephone: (201)352-7150
Facsimile: (201) 352-6900
E-Mail: james.leblanc@ubs.com
If to Wachovia Capital Markets, LLC, to:
One Wachovia Center, DC-08
301 South College Street
Charlotte, NC 28288-0602
Attention: Jeremy Schwartz
Telephone: (704) 383-5024
Facsimile: (704) 383-9165
E-Mail: jeremy.schwartz@wachovia.com
If to the Trustee, to:
JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, NY 10004
Attention: Natalie Pesce
Telephone: (212) 623-5395
Facsimile: (212) 623-6274
E-Mail: natalie.pesce@jpmorgan.com
Each such Agent (or Selected Dealer), in turn, pursuant to
the terms of the Agency Agreement and the Master Selected
Dealer Agreement will cause to be delivered a copy of the
Prospectus and the applicable Pricing Supplement to each
purchaser of Notes from such Agent or Selected Dealer.
In each instance that a Pricing Supplement is prepared, the
Agent will affix the Pricing Supplement to the Prospectuses
prior to their use. Outdated Pricing Supplements and the
Prospectuses to which they are attached (other than those
retained for files) will be destroyed.
Suspension of Subject to the Company's representations, warranties and
Solicitation; covenants contained in the Agency Agreement, the Company may
Amendment or instruct the Agents to suspend at any time, for any period
Supplement: of time or permanently, the solicitation of orders to
purchase Notes. Upon receipt of such instructions, each
Agent will forthwith suspend solicitation until such time as
the Company has advised it that such solicitation may be
resumed.
A-12
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will promptly advise
the Agents, the Trustee and the DTC Agent whether such
orders may be settled and whether copies of the Prospectus
as in effect at the time of the suspension, together with
the appropriate Pricing Supplement, may be delivered in
connection with the settlement of such orders. The Company
will have the sole responsibility for such decision and for
any arrangements that may be made in the event that the
Company determines that such orders may not be settled or
that copies of such Prospectus may not be so delivered.
Delivery of A copy of the Prospectus and a Pricing Supplement relating
Prospectus: to a Note must accompany or precede the earliest of any
written offer of such Note, confirmation of the purchase of
such Note and payment for such Note by its purchaser. If
notice of a change in the terms of the Notes is received by
an Agent or Selected Dealer between the time an order for a
Note is placed and the time written confirmation thereof is
sent by the Agent or Selected Dealer to a customer or his
agent, such confirmation shall be accompanied by a
Prospectus and Pricing Supplement setting forth the terms in
effect when the order was placed. Each Agent or Selected
Dealer will deliver a Prospectus and Pricing Supplement as
herein described with respect to each Note sold by it. The
Company will make such delivery if such Note is sold
directly by the Company to a purchaser (other than an Agent
or Selected Dealer).
Confirmation: For each order to purchase a Note solicited by an Agent and
accepted by or on behalf of the Company, the Purchasing
Agent will issue a confirmation, which confirmation may be
delivered by facsimile or other electronic transmission, to
each Agent or Selected Dealer, with a copy to the Company,
setting forth the details set forth above and delivery and
payment instructions.
In addition, the Purchasing Agent, other Agent or Selected
Dealer, as the case may be, will deliver to investors
purchasing the Notes the Prospectus (including the Pricing
Supplement) in relation to such Notes prior to or
simultaneously with delivery of the confirmation of sale or
delivery of the Notes.
A-13
Settlement: The receipt by the Company of immediately available funds in
payment for a Note and the entry by the DTC Agent of an SDFS
deliver order through DTC's Participant Terminal System to
credit such Note to the account of a Participant purchasing,
or acting for the purchaser of such Note, shall constitute
"settlement" with respect to such Note, and the date of such
settlement, the "Settlement Date." All orders accepted by
the Company will be settled on the third Business Day next
succeeding the date of acceptance pursuant to the timetable
for settlement set forth below, unless the Company and the
Purchasing Agent agree to settlement on another day which
shall be no earlier than the Business Day succeeding the
date of sale. In all cases, the Company will notify the
Trustee and the DTC Agent on the date issuance instructions
are given.
Settlement Unless otherwise specified in the applicable Terms
Procedures: Agreement, Settlement Procedures with regard to each
Book-Entry Note sold by the Company through the Agents shall
be as follows:
A. After the acceptance of an offer by the Company with
respect to a Note, the Purchasing Agent will
communicate the following details of the terms of such
offer (the "Note Sale Information") to the Company by
telephone (confirmed in writing) or by facsimile
transmission or other electronic transmission:
1. Principal amount of the purchase.
2. Stated Maturity.
3. In the case of a Fixed Rate Note, the interest
rate and redemption and repayment provisions (if
any) or, in the case of a Floating Rate Note, the
Base Rate, Initial Interest Rate (if known at such
time), Interest Reset Period, Interest Reset
Dates, Spread and/or Spread Multiplier (if any),
Minimum Interest Rate (if any), Maximum Interest
Rate (if any) and redemption and repayment
provisions (if any).
4. Interest Payment Dates and the Interest Payment
Period.
5. Settlement Date and Issue Date, if different.
6. Trade Date.
7. Purchasing Agent's commission, determined as
provided in the Agency Agreement.
A-14
8. Net proceeds to the Company.
9. Price to Public.
10. If a Note is redeemable by the Company or
repayable by the Noteholder, such of the following
as are applicable:
(i) The date on and after which such Note may be
redeemed/repaid (the "Redemption/ Repayment
Commencement Date"),
(ii) Initial redemption/repayment price (% of
par), and
(iii) Amount (% of par) that the initial
redemption/repayment price shall decline
(but not below par) on each anniversary of
the Redemption/Repayment Commencement Date.
11. Whether the Note has a Survivor's Option.
12. Whether the Note is an OID Note and, if so, the
total amount of OID, the yield to maturity and the
initial accrual period OID.
13. DTC Participant Number of the institution through
which the customer will hold the beneficial
interest in the Book-Entry Note.
14. Any other terms necessary to describe the
Book-Entry Note.
B. The Company will advise the DTC Agent and the
Purchasing Agent by written telecommunication or other
electronic transmission of the information set forth in
Settlement Procedure "A" above. Each such communication
by the Company shall constitute a representation and
warranty by the Company to the DTC Agent, the Trustee
and the Agents that (i) such Note is then, and at the
time of issuance and sale thereof will be, duly
authorized for issuance and sale by the Company; (ii)
such Note will conform with the terms of the Indenture
for such Note; and (iii) upon issuance of such
Book-Entry Note, the aggregate principal amount of all
Notes issued under the Indenture will not exceed the
aggregate principal amount of Notes authorized for
issuance at such time by the Company. The DTC Agent
will then assign a CUSIP number
A-15
to the Book-Entry Note and notify the Purchasing Agent
and the Company by written telecommunication or other
electronic transmission of such CUSIP number as soon as
practicable.
C. The DTC Agent will enter a pending deposit message
through DTC's Participant Terminal System providing the
following settlement information to DTC, Standard &
Poor's Ratings Services, Interactive Data Corporation,
the Agents and, upon request, the Trustee:
1. The information set forth in Settlement Procedure
"A".
2. Identification as a Fixed Rate Note or a Floating
Rate Note.
3. The Initial Interest Payment Date for such Note,
number of days by which such date succeeds the
related Regular Record Date and the amount of
interest payable on such Initial Interest Payment
Date.
4. The Interest Payment Period.
5. The CUSIP number of the Book-Entry Note
representing such Notes.
6. The participant account numbers maintained by DTC
on behalf of the Trustee and the Purchasing Agent.
7. Whether such Book-Entry Note will represent any
other Notes (to the extent known at such time).
D. The DTC Agent will complete the Master Global Note as
it relates to such Note by filing the applicable
Pricing Supplement relating to such Note in the records
maintained by it, which records, taken with the Master
Global Note, shall evidence such Note.
E. DTC will credit such Note to the DTC Agent's
participant account at DTC.
F. The DTC Agent will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to
(i) debit such Note to the DTC Agent's participant
account and credit such Note to the Purchasing Agent's
participant account and (ii) debit the Purchasing
Agent's settlement account and credit the DTC Agent's
settlement account for
A-16
an amount equal to the price of such Note less the
Purchasing Agent's commission. The entry of such a
deliver order shall constitute a representation and
warranty by the DTC Agent to DTC that (i) the Master
Global Note representing such Note has been issued and
authenticated and (ii) the DTC Agent is holding such
Master Global Note pursuant to the Medium Term Note
Certificate Agreement between the DTC Agent and DTC.
G. The Purchasing Agent will enter an SDFS deliver order
through DTC's Participant Terminal System instructing
DTC (i) to debit such Note to the Purchasing Agent's
participant account and credit such Note to the
participant accounts of the Agents with respect to such
Note and (ii) to debit the settlement accounts of such
Agents and credit the settlement account of the
Purchasing Agent for an amount equal to the price of
such Note.
H. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "F" and "G"
will be settled in accordance with SDFS operating
procedures in effect on the Settlement Date.
I. The DTC Agent will, upon receipt of funds from the
Purchasing Agent in accordance with Settlement
Procedure "F", credit to an account of the Company
maintained at the DTC Agent funds available for
immediate use in the amount transferred to the DTC
Agent in accordance with Settlement Procedure "F".
J. Each Agent and participating Selected Dealer will
confirm the purchase of such Note to the purchaser
either by transmitting to the Participants with respect
to such Note a confirmation order or orders through
DTC's institutional delivery system or by mailing a
written confirmation to such purchaser. In all cases,
the Prospectus as most recently amended or supplemented
must accompany or precede such confirmation.
K. Monthly, the DTC Agent will send to the Company a
statement setting forth the principal amount of
Registered Notes outstanding as of the date of such
statement and setting forth a brief description of any
sales of which the Company has advised the DTC Agent
but which have not yet been settled.
A-17
Settlement For sales by the Company of Notes solicited by the Agents
Procedures and accepted by the Company for settlement, Settlement
Timetable: Procedures "A" through "K" set forth above shall be
completed as soon as possible but not later than the
respective times (New York City time) set forth below:
Settlement
Procedure Time
--------- ----
A 4:00 P.M. on the trade date
B 5:00 P.M. on the trade date
C 2:00 P.M. on the day before settlement
D 9:00 A.M. on settlement date
E 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H 4:45 P.M. on settlement date
I-J 5:00 P.M. on settlement date
K Monthly or at the request of the Company
Settlement Procedure "H" is subject to extension in
accordance with any extension of Fedwire closing deadlines
and in the other events specified in SDFS operating
procedures in effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled or
canceled, the DTC Agent, after receiving notice from the
Company or the Purchasing Agent, will deliver to DTC,
through DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 P.M. on the
Business Day immediately preceding the scheduled settlement
date.
Failure to If settlement of a Book-Entry Note is rescheduled and the
Settle: DTC Agent for such Note has not entered an SDFS deliver
order with respect to a Note pursuant to Settlement
Procedure "F", after receiving notice from the Company or
the Purchasing Agent, the DTC Agent shall deliver to DTC,
through DTC's Participant Terminal System, as soon as
practicable, a withdrawal message instructing DTC to debit
such Book-Entry Note to such DTC Agent's participant
account. DTC will process the withdrawal message, provided
that the DTC Agent's participant account contains a
principal amount of Notes that are at least equal to the
principal amount to be debited. If a withdrawal message is
processed with respect to the Notes represented by a
Book-Entry Note, the DTC Agent will mark the Pricing
Supplement in its records relating to such Book-Entry Note
"cancelled", make appropriate entries in the DTC Agent's
records and record an appropriate debit advice on the Master
Global Note. The CUSIP
A-18
number assigned to such Book-Entry Note shall, in accordance
with CUSIP Service Bureau procedures, be canceled and not
immediately reassigned.
If the purchase price for any Note is not timely paid to any
relevant Participant with respect to such Note by the
beneficial purchaser thereof (or a Person, including an
indirect participant in DTC, acting on behalf of such
purchaser), such Participant and, in turn, the Presenting
Agent may enter SDFS deliver orders through DTC's
Participant Terminal System reversing the orders entered
pursuant to Settlement Procedures "F" and "G", respectively.
Thereafter, the DTC Agent will deliver the withdrawal
message and take the related actions described in the
preceding paragraph. If such failure shall have occurred for
any reason other than a default by the relevant Agent in the
performance of its obligations hereunder and under the
Agency Agreement, then the Company will reimburse such Agent
for the loss of the use of the funds during the period when
they were credited to the account of the Company.
Notwithstanding the foregoing, upon any failure to settle
with respect to a Book-Entry Note, DTC may take any actions
in accordance with its SDFS operating procedures then in
effect. In the event of a failure to settle with respect to
one or more, but not all, of the Notes to have been
represented by a Book-Entry Note, the DTC Agent will
provide, in accordance with Settlement Procedures "D".
Procedure for Rate Each time after a Posting, if a decision has been reached to
Changes: change the interest rates of the Notes subject to such
Posting, the Company will promptly advise the Purchasing
Agent, which will in turn promptly advise the other Agents;
and the Agents will forthwith suspend solicitation of offers
to purchase Notes at the prior rates. The Purchasing Agent
may telephone the Company with recommendations as to the
changed interest rates.
The DTC Agent Not Nothing herein shall be deemed to require the DTC Agent to
to Risk Funds: risk or expend its own funds in connection with any payment
to the Company, DTC, the Agents or the purchasers, it being
understood by all parties that payments made by the DTC
Agent to the Company, DTC, the Agents or the purchasers
shall be made only to the extent that funds are provided to
the DTC Agent for such purpose.
Advertising Costs: The Company shall have the sole right to approve the form
and substance of any advertising an Agent may initiate in
connection with such Agent's solicitation to purchase the
Notes. The expense of such advertising will be solely the
responsibility of such Agent, unless otherwise agreed to by
the Company.
A-19
EXHIBIT B
FORM OF TERMS AGREEMENT
Citigroup Global Markets Holdings Inc.
388 Greenwich Street, 38th Floor
New York, NY 10013
Attention: Treasury Capital Markets
Subject in all respects to the terms and conditions contained in the Global
Selling Agency Agreement dated November 1, 2004 (the "Agency Agreement"), among
Citigroup Global Markets Holdings Inc. (the "Company"), Citigroup Global Markets
Inc. (the "Purchasing Agent") and the additional Agents named therein, the
undersigned agrees to purchase the following aggregate principal amount of the
Company's Retail Medium-Term Notes, Series F (the "Notes"):
Principal Amount: $ CUSIP Number:
Purchaser: Citigroup Global Markets Inc. Original Issue Date:
Interest Rate: [ ] Fixed % Stated Maturity:
[ ] Floating (see below)
Reoffering Price: 100% of Principal Amount
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Interest Reset Period or Interest Reset Dates:
Survivor's Option: [ ] Yes [ ] No
Base Rate: [ ] CD Rate [ ] Commercial Paper Rate [ ] Federal Funds Rate
[ ] LIBOR Telerate
[ ] LIBOR Reuters [ ] Treasury Rate [ ] Treasury Rate Constant Maturity
[ ] Prime Rate [ ] Indexed Interest Rate (see attached)
Spread Multiplier: Spread (+/-):
Spread Reset: The Spread or Spread Multiplier may not be changed prior to Stated
Maturity.
Index Maturity:
Maximum Interest Rate: Minimum Interest Rate:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Optional Redemption Prices:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates:
Optional Repayment Prices:
B-1
Discount Note: [ ] Yes [ ] No
Total Amount of OID:
Yield to Maturity:
Settlement Date, Time and Place:
Requirements for delivery, if any, of opinions of counsel, certificates from the
Company or its officers or a letter from the Company's independent public
accountants:
Other terms:
The provisions of the Global Selling Agency Agreement and the related
definitions are incorporated by reference herein and shall be deemed to have the
same force and effect as if set forth in full herein.
Date:
CITIGROUP GLOBAL MARKETS INC.
By:__________________________
Name:
Title:
Accepted:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:_________________________
Name:
Title:
B-2
EXHIBIT C
FORM OF AGENT ACCESSION CONFIRMATION
[date]
To: [Name and address of new Agent]
Re: Citigroup Global Markets Holdings Inc. $5,000,000,000 Series F Retail
Medium-Term Notes Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated November 1, 2004 (which
agreement, as amended from time to time, is herein referred to as the "Agency
Agreement") entered into in respect of the above Series F Retail Medium-Term
Notes Program and hereby acknowledge receipt of your Agent Accession Letter to
us dated [date].
In accordance with Section 2(d) of the Agency Agreement we hereby confirm that,
with effect from the date hereof, you shall become a party to, and a Agent
under, the Agency Agreement, vested with all the authority, rights and powers,
and subject to all the duties and obligations of an Agent as if originally named
as such under the Agency Agreement.
Yours faithfully,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:____________________________________
Name:
Title:
cc: DTC Agent
Trustee
Existing Agents
C-1
EXHIBIT D
FORM OF AGENT ACCESSION LETTER
[date]
To: Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
Re: Citigroup Global Markets Holdings Inc. $5,000,000,000 Series F Retail
Medium-Term Notes Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated November 1, 2004, entered
into in respect of the above Series F Retail Medium-Term Note Program and made
between Citigroup Global Markets Holdings Inc. (the "Company"), Citigroup Global
Markets Inc. (the "Purchasing Agent") and the other Agents party thereto (which
agreement, as amended from time to time, is herein referred to as the "Agency
Agreement").
We confirm that we are in receipt of the documents referenced below (except to
the extent we have waived delivery of such documents):
- -- a copy of the Agency Agreement;
- -- a copy of all documents referred to in Section 5 of the Agency Agreement;
and
- -- a letter in a form approved by ourselves from each of the legal advisers
referred to in Section 5 of the Agency Agreement addressed to ourselves
and giving us the full benefit of the existing legal opinions as of the
date of such existing legal opinions, and have found them to our
satisfaction.
For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).
In consideration of the Company appointing us as an Agent under the Agency
Agreement, we hereby undertake, for the benefit of the Company and each of the
other Agents, that we will perform and comply with all the duties and
obligations expressed to be assumed by an Agent under or pursuant to the Agency
Agreement. We also undertake to deliver to The Depository Trust Company of New
York such pricing letters as it may reasonably require from us in connection
with the offer and sale of the Notes.
D-1
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of new Agent]
By:_________________________________
Name:
Title:
cc: DTC Agent
Trustee
Existing Agents
D-2
EXHIBIT E
FORM OF PRICING SUPPLEMENT
(Fixed Rate Note)
Pricing Supplement No.
Pricing Supplement Dated:
Rule 424(b)(3)
File No. 333-119615
(To Prospectus Supplement Dated November 1, 2004 and Prospectus Dated November
1, 2004)
$5,000,000,000
Citigroup Global Markets Holdings Inc.
Retail Medium-Term Notes, Series F
Due Nine Months or More From Date of Issue
Trade Date:
Original Issue Date:
Lead Agent: Citigroup Global Markets Inc.
Agents:
CUSIP:
Aggregate Principal Amount: $
Price to Public: %
Concession: %
Net Proceeds to Issuer: $
Interest Rate: %
Interest Payment Frequency:
First Interest Payment Date:
Stated Maturity:
Calculation Agent:
Survivor's Option: Yes/No
Product Ranking:
Form of Note: Global/Book-Entry Only
Redemption Information:
Other Terms:
E-1
FORM OF PRICING SUPPLEMENT
(Floating Rate Note)
Pricing Supplement No.
Pricing Supplement Dated:
Rule 424(b)(3)
File No. 333-119615
(To Prospectus Supplement Dated November 1, 2004 and Prospectus Dated November
1, 2004)
$5,000,000,000
Citigroup Global Markets Holdings Inc.
Retail Medium-Term Notes, Series F
Due Nine Months or More From Date of Issue
Trade Date:
Original Issue Date:
Lead Agent: Citigroup Global Markets Inc.
Agents:
CUSIP:
Aggregate Principal Amount: %
Price to Public: %
Concession: $
Net Proceeds to Issuer: $
Stated Maturity:
Authorized Denominations (if other than as set forth in the Prospectus
Supplement):
Form of Note: Global/Book-Entry Only
Interest Payment Dates:
First Interest Payment Date:
Accrue to Pay: Yes/No
Initial Interest Rate:
Base Rate:
Indexed Interest Rate:
Calculation Agent:
Computation of Interest (if other than as set forth in the Prospectus
Supplement):
Interest Rest Dates:
Rate Determination Dates (if other than as set forth in the Prospectus
Supplement):
Index Maturity:
Spread:
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
E-2
Survivor's Option: Yes/No
Product Ranking:
Optional Redemption: Yes/No
Optional Redemption Dates:
Redemption Prices:
Redemption:
Optional Repayment: Yes/No
Optional Repayment Dates:
Optional Repayment Prices:
Discount Note: Yes/No
Total Amount of OID:
Bond Yield to Call:
Bond Yield to Maturity:
Yield to Maturity:
Other Terms:
E-3
EXHIBITS F - I
FORMS OF OPINIONS, CERTIFICATES AND COMFORT LETTERS
EXHIBIT J
MASTER SELECTED DEALER AGREEMENT